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             [LETTERHEAD OF POWELL, GOLDSTEIN, FRAZER & MURPHY LLP]

                                November 18, 1999

Triarc Consumer Products Group, LLC
Triarc Beverage Holdings Corp.
Arby's Building and Construction Company
c/o Triarc Companies, Inc.
280 Park Avenue
New York, NY 10017

      Re: Registration Statement on Form S-4

Ladies and Gentlemen:

      In connection with the Registration Statement on Form S-4 (the
"Registration Statement") filed by Triarc Consumer Products Group, LLC, a
Delaware limited liability company ("TCPG"), Triarc Beverage Holdings Corp., a
Delaware corporation (the "Co-Issuer" and, together with TCPG, the "Issuers"),
and certain other subsidiaries of the Issuers (the "Guarantor Subsidiaries" and,
together with the Issuers, the "Co-Registrants") with the Securities and
Exchange Commission (the "SEC") under the Securities Act of 1933, as amended
(the "Act"), and the rules and regulations under the Act, we have been requested
to render our opinion as to certain legal matters relating to Arby's Building
and Construction Co., a Georgia corporation (the "Guarantor"). Capitalized terms
used in this opinion and not otherwise defined shall have the respective
meanings ascribed to them in the Registration Statement.

      The Registration Statement relates to the registration under the Act of
the Issuer's $300,000,000 aggregate principal amount of 10 1/4% Senior
Subordinated Notes due 2009 (the "Exchange Notes") and the guaranties of the
Exchange Notes by the Guarantor Subsidiaries (the "Subsidiary Guaranties"),
including the guaranty as set forth in the Indenture (the "Guarantee") by the
Guarantor as set forth in the Indenture dated as of February 25, 1999 (as
amended , the "Indenture"), among the Issuers, the Guarantor Subsidiaries party
to it and The Bank of New York, as trustee (the "Trustee"). The Exchange Notes
are to be offered in exchange for the Issuers' outstanding 10 1/4 % Senior
Subordinated Notes due 2009 (the "Existing Notes") issued and sold by the
Issuers on February 25, 1999 in an offering exempt from registration under the
Act. The Exchange Notes will be issued by the Issuers in accordance with the
terms of the Indenture.





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POWELL, GOLDSTEIN, FRAZER & MURPHY LLP

       Triarc Consumer Products Group, LLC
       Triarc Beverage Holdings Corp.
       November 18, 1999
       Page 2

      In connection with this opinion, we have examined originals, conformed
copies or photocopies, certified or otherwise identified to our satisfaction of
the following documents (collectively, the "Documents"):

      (i)   the Indenture included as Exhibit 4.2 to the Registration Statement;
            and

      (ii)  corporate minutes of Guarantor dated February 18, 1999, which among
            other things, pertain to the authorization and execution of the
            Indenture, including the Guarantee, by the Guarantor.

      In addition, we have examined: (i) those corporate records of the
Guarantor as we have considered appropriate, including the certificate of
incorporation, as amended, and by-laws, as amended, of the Guarantor, as in
effect on the date of this letter (collectively, the "Organizational
Documents"); and (ii) those other certificates, agreements and other documents
as we deemed relevant and necessary as a basis for the opinions expressed below.

      In our examination of the Documents and in rendering our opinions, we have
assumed, without independent investigation and with your permission, (i) the
genuineness of all signatures, the legal capacity of all natural persons and the
incumbency of all directors and officers executing documents on behalf of
Guarantor, (ii) the authenticity of all documents submitted to us as originals,
(iii) the conformity to the original documents of all documents submitted to us
as certified, photostatic, reproduced or conformed copies of validly existing
agreements or other documents, (iv) the authenticity of all the latter
documents, (v) that all certifications of public officials regarding corporate
matters examined by us were properly issued, were true, complete and accurate at
the date of issuance and remain so at the date hereof, and (vi) that the
statements regarding matters of fact in the certificates, records, agreements,
instruments and documents that we examined are accurate and complete at the date
hereof and (vii) that the Guarantor does not conduct any business in the state
of Georgia of such a nature so as to cause it to be bound by laws, rules or
regulations not applicable to Georgia business corporations generally.

      Based upon the above, and subject to the stated assumptions, exceptions
and qualifications, we are of the opinion that:

      1. The Indenture and the Guarantee have been duly authorized, executed and
delivered by the Guarantor.

      2. The due authorization, execution and delivery by the Guarantor of the
Indenture and the Guarantee and the consummation by the Guarantor of the
transactions contemplated by the Indenture and the Guarantee do not violate or
result in a breach of or default under the Organizational Documents or the laws
of the State of Georgia.





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POWELL, GOLDSTEIN, FRAZER & MURPHY LLP

       Triarc Consumer Products Group, LLC
       Triarc Beverage Holdings Corp.
       November 18, 1999
       Page 3

      Our opinions expressed above are limited to the laws of the State of
Georgia, and the judicial decisions interpreting the same, however we express no
opinion regarding state securities or blue sky laws. Our opinion is rendered
only as of the date of this letter and is given with respect to the laws, and
the rules, regulations and orders under them, that are currently in effect. We
assume no obligation or responsibility to update or supplement this opinion to
reflect any facts or circumstances occurring after the date hereof that would
alter the opinions contained herein. This opinion may be relied upon only by you
and by your counsel, Paul, Weiss, Rifkind, Wharton & Garrison, in connection
with the delivery of its legal opinion concerning the validity of the Exchange
Notes and the Subsidiary Guaranties.

                                      Very truly yours,

                                      /s/ POWELL, GOLDSTEIN, FRAZER & MURPHY LLP

                                      POWELL, GOLDSTEIN, FRAZER & MURPHY LLP





